Master Service Agreement - Internet Business

Consent to Electronic Communications

Please confirm your consent to have your agreement(s) with AMBRA TELECOM (and related documents) sent to you at the confirmed email address appearing on your account by initialling where indicated. You are responsible for using all technical or other means (including Adobe Reader software) required to open and print these documents. Note that there is no guarantee as to the reliability or security of email transmissions.

The client acknowledges having read and understood this Agreement. By signing below, the client agrees to be bound by all the terms and conditions set out in the Agreement.

1. For the purposes of this Agreement, the following definitions apply:

   “Agreement”: this master telecommunications services agreement, including the service offer appearing on the cover page.

   “AMBRA TELECOM Equipment” or, as the context requires, “Equipment”: all equipment installed or supplied by AMBRA TELECOM. This term includes all software and any documentation provided by AMBRA TELECOM as well as the IP addresses required for the Internet connection, which, unless otherwise provided in a specific written agreement to the contrary, may be modified at any time by AMBRA TELECOM.

   “Members of the AMBRA TELECOM Group”: AMBRA TELECOM and its affiliated companies and their respective directors, officers, employees, agents and assigns.

   “Demarcation Point”: the junction point between AMBRA TELECOM’s network and the Local Network where a device is installed allowing the two networks to be connected.

   “Local Network”: the system consisting of cabling and equipment (computers, printers, switches, routers, wireless access points, IP phones, IP cameras or any other equipment connected thereto) installed at the client’s premises. A local network may extend over several locations, in which case the links between these locations form part of the local network if they are owned by the client or if the client has contracted directly with a third party for their use. The Local Network excludes any device supplied and managed by AMBRA TELECOM that allows the Local Network to be connected to the Internet or to a remote segment of the Local Network via AMBRA TELECOM’s network or the network of a third party designated by AMBRA TELECOM.

   “Services”: all services provided by AMBRA TELECOM, including without limitation access to the Internet, activation of services, the loan or rental of equipment and others.

2. The Services offered by AMBRA TELECOM are billed to the client in advance, once per month, for the services that will be provided during the period indicated on the invoice. All applicable taxes must be added to the rates indicated in the Agreement.
3. The client agrees to pay the total amount of each invoice using one of the following methods: (i) automatically by direct debit after having provided AMBRA TELECOM with a pre‑authorization to this effect, (ii) by sending a cheque, bank draft or money order to AMBRA TELECOM, or (iii) by bank transfer.
4. The Services are payable in full no later than the due date indicated on the invoice. It is the client’s responsibility to use a method of payment that allows the due date to be met. Any delay in payment of an invoice results in the application of late fees on any unpaid amount at the rate of 3.0% per month, compounded monthly, i.e. 42.58% per year. These late fees begin to accrue from the first day of delay.
5. Administration fees of $50.00 will be charged if a client’s cheque or pre‑authorized direct debit is refused. AMBRA TELECOM will also claim from the client all reasonable fees incurred for the collection of its receivables.
6. The client undertakes to provide AMBRA TELECOM with the information required for the verification of its creditworthiness and expressly authorizes AMBRA TELECOM to check, before and during the term of the Services, its credit file with the applicable entities and authorizes financial institutions and other credit reporting agencies at any time to disclose to AMBRA TELECOM information regarding its credit file.
7. If the client does not establish its credit or refuses to provide AMBRA TELECOM with sufficient information regarding its creditworthiness, AMBRA TELECOM may require a security deposit from the client. AMBRA TELECOM must notify the client in writing when it uses all or part of the security deposit to reimburse itself for amounts unpaid when due.
8. The client must notify AMBRA TELECOM of any error, irregularity or omission relating to an invoice within sixty (60) days of the date of the invoice. Failure to do so constitutes acceptance of the information contained in the invoice and of the fees indicated therein.
9. The client undertakes not to use the Services in a manner that (i) is abusive or violates any applicable law or regulation, (ii) restricts or prevents another user from adequately using the services of AMBRA TELECOM or any other provider or from receiving or transmitting information, or (iii) imposes an exceptionally heavy load on AMBRA TELECOM’s network. The client undertakes to immediately inform AMBRA TELECOM of any breach of any of the elements of this paragraph of which it becomes aware, including any illegal use of the Services.
10. The Services are strictly reserved for the client’s use and, unless a specific agreement has been concluded with AMBRA TELECOM to this effect, may not be resold or shared with a third party.
11. The client agrees that the Equipment shall remain at all times the property of AMBRA TELECOM. The client must protect the Equipment against deterioration, alteration and damage. The client accepts full responsibility for the Equipment and agrees not to rearrange, move, disconnect, remove, repair or otherwise interfere with it. The client undertakes not to authorize any person other than an authorized representative of AMBRA TELECOM to make modifications or perform maintenance or repair work on it. AMBRA TELECOM’s Equipment must remain at the address where the Services have been installed.
12. The client undertakes to inform AMBRA TELECOM as soon as it becomes aware of any defect or deterioration of the Services and as soon as it becomes aware that AMBRA TELECOM’s Equipment is lost, stolen, not returned, damaged, hypothecated, sold, leased, assigned or encumbered with a charge. In the event that AMBRA TELECOM’s Equipment is lost, stolen, not returned, damaged, hypothecated, sold, leased, assigned or encumbered with a charge, the client undertakes to reimburse AMBRA TELECOM for the value of such Equipment.
13. At the end of the Agreement, the client must return the Equipment to AMBRA TELECOM. The client assumes all risks of theft, damage or destruction thereof until it has been returned or delivered to AMBRA TELECOM. If, within thirty (30) days of the end of the Agreement, AMBRA TELECOM has not received the Equipment at one of its offices, it may, at its option and without prejudice to its other remedies, repossess the Equipment where possible or charge the client the cost of the Equipment and the reasonable expenses incurred to recover it or to collect its claim.
14. The client undertakes to provide free access and confirms that it is authorized to provide free access to a representative of AMBRA TELECOM to the location where the Services are or will be provided as well as to AMBRA TELECOM’s Equipment and to the Demarcation Point, which must be free of any obstruction at all times.
15. Fees will be charged to the client for any intervention by an AMBRA TELECOM technician, whether this intervention requires travel or is carried out remotely, unless such intervention is intended to resolve a problem attributable to AMBRA TELECOM.
16. If the client asks AMBRA TELECOM to relocate the Equipment, the client shall bear all costs incurred by AMBRA TELECOM for such relocations. AMBRA TELECOM is not obliged to relocate the Services and offers no warranty as to the feasibility of such relocation.
17. The client must provide, install and maintain its own equipment, software and Local Network that are necessary to receive the Services and to handle data from the Demarcation Point. AMBRA TELECOM does not guarantee the security of the client’s data and files, of its Internet access or of the Equipment, whether before or after the Demarcation Point. The client is responsible for ensuring that its equipment, software and Local Network are compatible with the Services and AMBRA TELECOM’s Equipment and for ensuring the security of its data, files and Equipment.
18. AMBRA TELECOM reserves the right to change in whole or in part the design, role, operation or arrangement of the Equipment, devices, circuits or apparatus provided for the implementation of the Services, as it deems necessary. It will not be liable to the client for any equipment, devices or apparatus provided by the client that are no longer compatible with the changes made or that no longer function as a result of such modifications.
19. AMBRA TELECOM reserves the right to amend any of the clauses of the Agreement, including the rates and the Services. In such a case, it must send written notice to the client at least thirty (30) days before the effective date of the amendment. If the amendment results in an increase in rates or a reduction in the Services of AMBRA TELECOM, the client may terminate the Agreement without charge, penalty or termination indemnity by sending written notice to this effect to AMBRA TELECOM no later than thirty (30) days following the effective date of the amendment.
20. The client may, at any time, terminate the Agreement by sending written notice to AMBRA TELECOM. Termination becomes effective on the thirtieth (30th) day following the date of receipt of the notice or on any later date indicated by the client. In the event of termination before the end of the term of the Agreement or any renewal, the client shall pay AMBRA TELECOM: (i) all fees owed as of the termination date, (ii) a termination indemnity equal to fifty per cent (50%) of the amounts remaining payable under the Agreement for the balance of the term or any renewal, and (iii) the value of any Equipment that is damaged or not returned by the client.
21. AMBRA TELECOM may suspend or disconnect the Services in whole or in part, or terminate the Agreement without any recourse by the client where the client (i) is in default of complying with any of its obligations under this Agreement, or (ii) uses or allows the Services to be used in a manner that harms third parties or contravenes any law, including the Criminal Code.
22. Certain Services may be governed by the rules of the Canadian Radio‑television and Telecommunications Commission (CRTC). In the event of any inconsistency between this Agreement and (i) the rules of the CRTC, (ii) any administrative or judicial decision, (iii) any statute, (iv) any regulation, or (v) any related text, the latter shall prevail, in particular any order that may result in a change in the prices or Services offered.
23. If the client sells, assigns or otherwise disposes of all or a substantial portion of its assets, declares bankruptcy or makes an assignment of its property for the benefit of its general creditors, becomes insolvent or unable to pay its obligations as they become due, or acknowledges its insolvency in any other manner, AMBRA TELECOM may, upon becoming aware of any of these facts, terminate the Agreement immediately and without notice. AMBRA TELECOM also reserves the right to terminate the Agreement in the event that it is required, by order or otherwise, to cease offering one or more of the Services under the terms of this Agreement by the CRTC or by any other judicial, administrative or governmental authority. In the event of such terminations, neither party shall have the right to claim from the other any compensation of any kind whatsoever for breach of contract or for any other reason.
24. The client may not assign this Agreement, nor transfer or alienate to a third party its rights or obligations hereunder without the prior written consent of AMBRA TELECOM. This Agreement is binding upon the client’s successors and assigns.
25. AMBRA TELECOM may, without the client’s authorization, assign or subcontract, in whole or in part, the Services covered by the Agreement as well as the receivables arising therefrom.
26. AMBRA TELECOM does not warrant to the client that the Services provided will never be interrupted, unavailable, inaccessible, slowed down, unstable or limited. In the event of an interruption of service of forty‑eight (48) hours or more, from the time AMBRA TELECOM is notified of the problem and provided that it is demonstrated that the error or interruption is directly attributable to AMBRA TELECOM, AMBRA TELECOM will credit to the client’s account the portion of the fees representing the duration of the interruption from the time AMBRA TELECOM was notified by the client. In no case shall the credit granted to the client exceed the monthly rate billable by AMBRA TELECOM. The client acknowledges and agrees that (i) this credit constitutes the sole and exclusive remedy to which it is entitled with respect to any interruption and that (ii) no credit or compensation of any kind whatsoever shall be applicable due to any other situation that may affect the functioning of the Services or Equipment, and expressly waives any recourse in connection with any such situations.
27. The client undertakes to defend, indemnify and hold harmless each Member of the AMBRA TELECOM Group from and against any and all claims, demands, actions, penalties, losses, liabilities, judgments, settlements, awards, damages and costs (including, without limitation, legal fees) arising out of or relating to: (i) any breach or alleged breach of any provision of the Agreement or applicable laws by the client, (ii) the client’s use of the Services or Equipment, and (iii) any other claim arising out of the client’s negligence or acts or omissions (collectively, “Claims”). It is understood that the client shall not be responsible for the negligence or willful misconduct of any Member of the AMBRA TELECOM Group. The client shall have the option to control the defence of a Claim with the assistance of legal counsel of its choice reasonably acceptable to the indemnified Member(s) of the AMBRA TELECOM Group, but may not settle any such Claim without the express consent of the indemnified Member(s) of the AMBRA TELECOM Group, which consent shall not be unreasonably withheld. The indemnified Member(s) of the AMBRA TELECOM Group shall have the right to participate in such defence at their own expense.
28. The client acknowledges and agrees that AMBRA TELECOM assumes no responsibility and shall in no event be liable to the client, its directors, officers, employees, clients, agents or assigns for any damages of any kind whatsoever, including direct and indirect, punitive and special damages, including but not limited to damages resulting from the loss or alteration of data due to intrusion or otherwise, loss of income or profits, failure to realize anticipated savings, or any claim made against them by a third party.
29. The client agrees to provide AMBRA TELECOM with confidential information about itself. This information will be used by AMBRA TELECOM for the following purposes: (i) to identify the client’s needs and preferences in order to better serve it; (ii) to develop, improve, market and recommend products and services; and (iii) to comply with legal and regulatory requirements. The content and existence of this Agreement, as well as any confidential information exchanged between the parties, shall be kept confidential and shall not be disclosed to anyone without the prior written consent of the disclosing party.
30. Any notice given by AMBRA TELECOM to the client shall be in writing and sent to the client by mail or email. It shall be given to the client’s postal or email address indicated in the Agreement or to any other address that the client may have indicated.
31. Any notice given by the client must be in writing. It may be given by courier or registered mail (with proof of receipt) to the address indicated at the beginning of the Agreement or by email to clients@eco-tel.co. Any notice from the client may also be handed directly to an AMBRA TELECOM account manager (against acknowledgement of receipt).
32. The Agreement constitutes the entire and exclusive agreement between the parties with respect to its subject matter and supersedes any prior agreement regarding the same subject matter. The signatories to the Agreement represent that they are duly authorized to bind the parties to the obligations of the Agreement and that they have the authority, capacity and hold the authorizations and permits required to bind themselves under the Agreement and to comply with the obligations described therein.
33. The initial term of the Agreement begins on the date of commissioning of the Services and ends at the end of the period specified in the Service Offer. At the end of the initial term, the agreement is automatically renewed from year to year on the same conditions with a 2% price increase, unless a party decides to terminate it. If a party wishes to avoid renewal of the agreement, it must send written notice to that effect to the other party at least sixty (60) days before the end of the initial term or of a renewal term.
34. This Agreement is governed by the laws in force in Quebec and any legal proceedings arising from the application of this Agreement shall be submitted to the exclusive jurisdiction of the courts sitting in the judicial district of Quebec.